Apnimed investor converts notes and buys stock
Morningside Venture Investments Ltd, a 10% owner of Apnimed, Inc., reported IPO-related restructuring transactions and a share purchase.
Rhea-AI Filing Summary
Morningside Venture Investments Ltd, a 10% owner of Apnimed, Inc., reported IPO-related restructuring transactions and a share purchase. Convertible preferred stock automatically converted into 6,840,213 shares of Class A Common Stock immediately prior to the IPO closing, then Class A was reclassified into common stock in a transaction described as exempt under Rule 16b-7. A $1,000,000 convertible promissory note, bearing 8% then 15% interest, automatically converted into 75,624 Class A shares at a $14.40 conversion price based on an IPO price of $16 per share. In addition, the reporting person purchased 312,500 shares of common stock at $16 per share in an open-market or private transaction. Certain shares are held indirectly through MVIL, LLC, and Morningside’s directors share voting and dispositive power and disclaim beneficial ownership.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Net Buyer: 312,500 shares
Net Buy
9 txns
Insider
Morningside Venture Investments Ltd
Role
10% Owner
Bought
312,500 shs ($5.00M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Convertible Preferred Stock F1, F2 | 9,227,454 | $0.00 | $0.00 |
| Conversion | Convertible Promissory Note F4, F5, F2, F6 | 1,088,986.3 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 6,840,213 | -- | -- |
| Other | Class A Common Stock F3, F2 | 6,840,213 | -- | -- |
| Other | Common Stock F3, F2 | 6,840,213 | -- | -- |
| Purchase | Common Stock F2 | 312,500 | $16.00 | $5.00M |
| Conversion | Class A Common Stock F4, F2, F6 | 75,624 | $14.40 | $1.09M |
| Other | Class A Common Stock F3, F2, F6 | 75,624 | -- | -- |
| Other | Common Stock F3, F2, F6 | 75,624 | -- | -- |
Holdings After Transaction:
Convertible Preferred Stock — 0 contracts (Direct);
Convertible Promissory Note — 0 contracts (Indirect, By MVIL, LLC);
Class A Common Stock — 0 shares (Direct);
Common Stock — 7,152,713 shares (Direct);
Class A Common Stock — 0 shares (Indirect, By MVIL, LLC);
Common Stock — 75,624 shares (Indirect, By MVIL, LLC)
Footnotes (6)
- F1. Each share of convertible preferred stock ("Convertible Preferred Stock") was convertible into one share of Class A common stock ("Class A Common Stock") at any time at the option of the holder into such number of fully paid and non-assessable shares of Class A Common Stock as was determined by dividing the original issuance price of each series of Convertible Preferred Stock by each series' conversion price in effect at the time of conversion. The Convertible Preferred Stock reported herein automatically converted immediately prior to the closing of the Issuer's initial public offering (the "IPO") into 6,840,213 shares of Class A Common Stock without payment of additional consideration. The Convertible Preferred Stock had no expiration date.
- F2. Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards, and Cheung Ka Ho are the directors of Morningside Venture Investments Limited ("Morningside") and share voting and dispositive power with respect to the securities held by Morningside and MVIL, LLC, Morningside's wholly-owned subsidiary. Ms. Richard, Ms. Franklin, Mr. Edwards, and Mr. Cheung each disclaim ownership of the securities owned by Morningside and MVIL, LLC.
- F3. Following the conversion of all outstanding shares of the Issuer's Convertible Preferred Stock, Class B common stock, Class C common stock, and Convertible Promissory Notes (the "Notes") into shares of Class A Common Stock immediately prior to the closing of the IPO, each share of Class A Common Stock was then reclassified into one share of common stock ("Common Stock") in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16b-7 thereunder (the "Reclassification").
- F4. The Notes were originally issued on September 17, 2025, with the Reporting Person acquiring a Note with a principal amount of $1,000,000. The Notes earned interest at a rate of 8% annually until March 31, 2026, and thereafter earned interest at a rate of 15% annually until repaid or converted. The Notes included a conversion feature providing for automatic conversion into Class A Common Stock at or immediately prior to the closing of the IPO at a 10% discount to the IPO price per share. As a result of the IPO pricing on July 30, 2026, at a price of $16 per share, this Note automatically converted into shares of Class A Common Stock immediately prior to the closing of the IPO on August 3, 2026, at a conversion price of $14.40.
- F5. The Notes were scheduled to mature on September 17, 2027, but converted automatically upon the closing of the IPO on August 3, 2026, prior to the maturity date.
- F6. Represents securities held by MVIL, LLC.
Key Figures
Preferred conversion shares: 6,840,213 shares
Common stock purchase: 312,500 shares at $16 per share
Convertible note principal: $1,000,000
+4 more
7 metrics
Preferred conversion shares
6,840,213 shares
Class A Common Stock received from automatic conversion of Convertible Preferred Stock before IPO closing
Common stock purchase
312,500 shares at $16 per share
Common stock purchased on August 3, 2026 in an open-market or private transaction
Convertible note principal
$1,000,000
Principal amount of Notes issued September 17, 2025 to the reporting person
Note interest rates
8% then 15% annually
8% interest until March 31, 2026, then 15% annually until repaid or converted
IPO share price
$16 per share
IPO pricing on July 30, 2026 that set the basis for the note conversion discount
Note conversion price
$14.40 per share
Automatic note conversion price, reflecting a 10% discount to the $16 IPO price
Shares from note conversion
75,624 shares
Class A Common Stock received from automatic conversion of the $1,000,000 note
Key Terms
Convertible Preferred Stock, Convertible Promissory Notes, Reclassification, Section 16(b), +1 more
5 terms
Convertible Preferred Stock financial
"Each share of convertible preferred stock ("Convertible Preferred Stock") was convertible into one share"
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.
Convertible Promissory Notes financial
"conversion of all outstanding shares of the Issuer's ... and Convertible Promissory Notes (the "Notes")"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
Reclassification financial
"each share of Class A Common Stock was then reclassified into one share of common stock ("Common Stock") ... (the "Reclassification")"
Reclassification is the formal change in how an asset, liability, security, transaction, or business activity is labeled on financial records or under rules. It matters to investors because the new label can alter reported profits, tax treatment, ownership rights or perceived risk—much like moving an item from 'personal' to 'business' use, it doesn't create value by itself but can change comparisons, taxes, and who controls outcomes.
Section 16(b) regulatory
"in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-7 regulatory
"transaction exempt from Section 16(b) ... pursuant to Rule 16b-7 thereunder"
A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Morningside report in its Form 4 for Apnimed (APMD)?
Morningside reported automatic conversions of Convertible Preferred Stock and a $1,000,000 convertible note into Class A Common Stock around Apnimed’s IPO, plus a purchase of 312,500 common shares at $16 per share.
What were the terms of the Apnimed (APMD) convertible promissory note?
Morningside acquired a $1,000,000 note issued September 17, 2025, paying 8% interest until March 31, 2026 and 15% thereafter. It automatically converted into 75,624 Class A shares at $14.40 per share, a 10% discount to the $16 IPO price.
What common stock purchase did Morningside make in Apnimed (APMD)?
Morningside purchased 312,500 shares of common stock on August 3, 2026 at a price of $16 per share, reported as a purchase in an open-market or private transaction, increasing its direct common stock holdings.
AI-generated analysis. How Rhea-AI works. Not financial advice.
